Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | VICARIOUS SURGICAL INC. | |
Trading Symbol | RBOT | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001812173 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39384 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-2678169 | |
Entity Address, Address Line One | 78 Fourth Avenue | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | 617 | |
Local Phone Number | 868-1700 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 102,718,551 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 19,651,272 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 126,797 | $ 173,507 |
Prepaid expenses and other current assets | 4,535 | 4,867 |
Total current assets | 131,332 | 178,374 |
Restricted cash | 936 | 1,055 |
Property and equipment, net | 5,941 | 2,250 |
Right-of-use assets | 12,466 | |
Total assets | 150,675 | 181,679 |
Current liabilities: | ||
Accounts payable | 4,933 | 1,500 |
Accrued expenses | 5,367 | 4,098 |
Lease liabilities, current portion | 750 | |
Current portion of equipment loans | 28 | 47 |
Current portion of term loan | 600 | 600 |
Total current liabilities | 11,678 | 6,245 |
Lease liabilities, net of current portion | 15,066 | |
Deferred rent | 1,631 | |
Equipment loans, net of current portion | 16 | |
Term loan, net of current portion and issuance costs | 250 | 675 |
Warrant liabilities | 14,729 | 90,021 |
Total liabilities | 41,723 | 98,588 |
Commitments and Contingencies (Note 8) | ||
Legacy convertible preferred stock (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding at September 30, 2022 and December 31, 2021 | ||
Class A Common stock, $0.0001 par value; 300,000,000 shares authorized at September 30, 2022 and December 31, 2021; 102,673,788 and 99,979,207 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 10 | 10 |
Class B Common stock, $0.0001 par value; 22,000,000 shares authorized at September 30, 2022 and December 31, 2021; 19,671,060 and 19,789,860 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 2 | 2 |
Additional paid-in capital | 159,401 | 149,877 |
Accumulated deficit | (50,461) | (66,798) |
Total stockholders’ equity | 108,952 | 83,091 |
Total liabilities and stockholders’ equity | $ 150,675 | $ 181,679 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 102,673,788 | 99,979,207 |
Common stock, shares outstanding | 102,673,788 | 99,979,207 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 22,000,000 | 22,000,000 |
Common stock, shares issued | 19,671,060 | 19,789,860 |
Common stock, shares outstanding | 19,671,060 | 19,789,860 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 12,120 | $ 5,189 | $ 32,023 | $ 12,804 |
Sales and marketing | 1,912 | 842 | 4,625 | 1,393 |
General and administrative | 8,130 | 2,530 | 22,820 | 6,206 |
Total operating expenses | 22,162 | 8,561 | 59,468 | 20,403 |
Loss from operations | (22,162) | (8,561) | (59,468) | (20,403) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | (3,038) | (36,532) | 75,291 | (36,532) |
Interest income | 494 | 603 | 1 | |
Interest expense | (31) | (31) | (89) | (59) |
Income/(loss) before income taxes | (24,737) | (45,124) | 16,337 | (56,993) |
Provision for income taxes | ||||
Net income/(loss) and comprehensive gain/(loss) | $ (24,737) | $ (45,124) | $ 16,337 | $ (56,993) |
Net income/(loss) per share of Class A and Class B common stock, basic (in Dollars per share) | $ (0.2) | $ (0.49) | $ 0.14 | $ (0.64) |
Net income/(loss) per share of Class A and Class B common stock, diluted (in Dollars per share) | $ (0.2) | $ (0.49) | $ 0.12 | $ (0.64) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock, Common Stock and Stockholders’ Equity/(Deficit) (Unaudited) - USD ($) $ in Thousands | Class A & B Common Stock | Convertible Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 2 | $ 46,670 | $ 1,772 | $ (31,591) | $ (29,817) |
Balance (in Shares) at Dec. 31, 2020 | 20,662,068 | 66,550,929 | |||
Retroactive application of recapitalization (Note 1) | $ 7 | $ (46,670) | 46,663 | 46,670 | |
Retroactive application of recapitalization (Note 1) (in Shares) | 66,550,929 | (66,550,929) | |||
Adjusted balance, beginning of period | $ 9 | 48,435 | (31,591) | 16,853 | |
Adjusted balance, beginning of period (in Shares) | 87,212,997 | ||||
Reverse recapitalization, net of transaction costs (Note 1) | $ 3 | 97,311 | 97,314 | ||
Reverse recapitalization, net of transaction costs (Note 1) (in Shares) | 30,579,972 | ||||
Cashless exercise of warrants | |||||
Cashless exercise of warrants (in Shares) | 146,577 | ||||
Exercise of common stock options | 115 | 115 | |||
Exercise of common stock options (in Shares) | 465,163 | ||||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 217,603 | ||||
Stock-based compensation | 992 | 992 | |||
Net income (loss) | (56,993) | (56,993) | |||
Balance at Sep. 30, 2021 | $ 12 | 146,853 | (88,584) | 58,281 | |
Balance (in Shares) at Sep. 30, 2021 | 118,622,312 | ||||
Balance at Jun. 30, 2021 | $ 2 | $ 46,670 | 2,508 | (43,460) | (40,950) |
Balance (in Shares) at Jun. 30, 2021 | 21,315,731 | 66,550,929 | |||
Retroactive application of recapitalization (Note 1) | $ 7 | $ (46,670) | 46,663 | 46,670 | |
Retroactive application of recapitalization (Note 1) (in Shares) | 66,550,929 | (66,550,929) | |||
Adjusted balance, beginning of period | $ 9 | 49,171 | (43,460) | 5,720 | |
Adjusted balance, beginning of period (in Shares) | 87,866,660 | ||||
Reverse recapitalization, net of transaction costs (Note 1) | $ 3 | 97,311 | 97,314 | ||
Reverse recapitalization, net of transaction costs (Note 1) (in Shares) | 30,579,972 | ||||
Cashless exercise of warrants | |||||
Cashless exercise of warrants (in Shares) | 146,577 | ||||
Exercise of common stock options | 4 | 4 | |||
Exercise of common stock options (in Shares) | 29,103 | ||||
Stock-based compensation | 367 | 367 | |||
Net income (loss) | (45,124) | (45,124) | |||
Balance at Sep. 30, 2021 | $ 12 | 146,853 | (88,584) | 58,281 | |
Balance (in Shares) at Sep. 30, 2021 | 118,622,312 | ||||
Balance at Dec. 31, 2021 | $ 12 | 149,877 | (66,798) | 83,091 | |
Balance (in Shares) at Dec. 31, 2021 | 119,769,067 | ||||
Exercise of common stock options | 818 | 818 | |||
Exercise of common stock options (in Shares) | 2,110,961 | ||||
Exercise of public warrants | |||||
Exercise of public warrants (in Shares) | 20 | ||||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 464,800 | ||||
Stock-based compensation | 8,706 | 8,706 | |||
Net income (loss) | 16,337 | 16,337 | |||
Balance at Sep. 30, 2022 | $ 12 | 159,401 | (50,461) | 108,952 | |
Balance (in Shares) at Sep. 30, 2022 | 122,344,848 | ||||
Balance at Jun. 30, 2022 | $ 12 | 155,491 | (25,724) | $ 129,779 | |
Balance (in Shares) at Jun. 30, 2022 | 121,631,735 | ||||
Cashless exercise of warrants (in Shares) | |||||
Exercise of common stock options | 261 | $ 261 | |||
Exercise of common stock options (in Shares) | 408,778 | ||||
Vesting of restricted stock | |||||
Vesting of restricted stock (in Shares) | 304,335 | ||||
Stock-based compensation | 3,649 | 3,649 | |||
Net income (loss) | (24,737) | (24,737) | |||
Balance at Sep. 30, 2022 | $ 12 | $ 159,401 | $ (50,461) | $ 108,952 | |
Balance (in Shares) at Sep. 30, 2022 | 122,344,848 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income/(loss) | $ 16,337 | $ (56,993) |
Adjustments to reconcile net income/(loss) to net cash used in operating activities: | ||
Depreciation | 709 | 190 |
Stock-based compensation | 8,706 | 992 |
Amortization of capitalized debt issuance costs | 25 | 36 |
Non-cash lease expense | 636 | |
Change in fair value of warrant liabilities | (75,291) | 36,532 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 332 | (5,921) |
Accounts payable | 3,393 | 190 |
Accrued expenses | 1,268 | 860 |
Lease liabilities | 1,083 | |
Deferred rent | 569 | |
Net cash used in operating activities | (42,802) | (23,545) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,360) | (422) |
Net cash used in investing activities | (4,360) | (422) |
Cash flows from financing activities: | ||
Repayment of equipment loans | (35) | (35) |
Proceeds from term loan | 1,500 | |
Proceeds from reverse recapitalization, net of issuance costs | 191,070 | |
Repayment of term loan | (450) | |
Proceeds from exercise of stock options | 818 | 115 |
Net cash provided by financing activities | 333 | 192,650 |
Change in cash, cash equivalents and restricted cash | (46,829) | 168,683 |
Cash, cash equivalents and restricted cash, beginning of period | 174,562 | 16,985 |
Cash, cash equivalents and restricted cash, end of period | 127,733 | 185,668 |
Reconciliation of restricted cash: | ||
Cash and cash equivalents | 126,797 | 185,046 |
Restricted cash | 936 | 622 |
Reconciliation of restricted cash total | 127,733 | 185,668 |
Supplemental cash flow information: | ||
Interest paid | 36 | 23 |
Non-cash investing and financing activities: | ||
Accruals for property, plant and equipment purchased during the period | 40 | |
Leasehold improvements acquired in connection with Waltham lease | 1,200 | 840 |
Warrants assumed in acquisition | 93,110 | |
Reverse recapitalization costs in accounts payable and accrued expenses | $ 646 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business and Basis of Presentation [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Vicarious Surgical Inc. (including its subsidiaries, “Vicarious” or the “Company”) was originally incorporated in the Cayman Islands as a special purpose acquisition company under the name D8 Holdings Corp. (“D8”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving D8 and one or more businesses. On September 17, 2021, the Company consummated the transaction (the “Closing”) contemplated by the Agreement and Plan of Merger, dated as of April 15, 2021 (the “Business Combination Agreement”), by and among D8, Snowball Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of D8 (“Merger Sub”), and Vicarious Surgical Inc., a Delaware corporation incorporated in the State of Delaware on May 1, 2014 (“Legacy Vicarious Surgical”). The Company is headquartered in Waltham, Massachusetts. Pursuant to the terms of the Business Combination Agreement, a business combination between D8 was effected through the merger of Merger Sub with and into Legacy Vicarious Surgical, with Legacy Vicarious Surgical surviving as a wholly owned subsidiary of D8 (the “Merger,” and collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, D8 changed its named to Vicarious Surgical Inc. and Legacy Vicarious Surgical changed its name to Vicarious Surgical US Inc. The Company is currently developing its virtual reality surgical system using proprietary human-like surgical robots and virtual reality to transport surgeons inside the patient to perform minimally invasive surgical procedures. The accompanying condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP. Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company” and “Vicarious Surgical” refer to the consolidated operations of Vicarious Surgical Inc. References to “D8” refer to the Company prior to the consummation of the Business Combination and references to “Legacy Vicarious Surgical” refer to Vicarious Surgical Inc. prior to the consummation of the Business Combination. Legacy Vicarious Surgical was deemed to be the accounting acquirer in the Business Combination. The determination was primarily based on Legacy Vicarious Surgical’s stockholders having a majority of the voting power in the combined Company, Legacy Vicarious Surgical having the ability to appoint a majority of the Board of Directors of the Company, Legacy Vicarious Surgical’s existing management team comprising the senior management of the combined Company, Legacy Vicarious Surgical comprising the ongoing operations of the combined Company and the combined Company assuming Vicarious Surgical’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Vicarious Surgical issuing stock for the net assets of D8, accompanied by a recapitalization. The net assets of D8 are stated at historical cost, with no goodwill or other intangible assets recorded. While D8 was the legal acquirer in the Business Combination, because Legacy Vicarious Surgical was deemed the accounting acquirer, the historical financial statements of Legacy Vicarious Surgical became the historical financial statements of the combined Company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Vicarious Surgical prior to the Business Combination; (ii) the combined results of D8 and Legacy Vicarious Surgical following the close of the Business Combination; (iii) the assets and liabilities of Legacy Vicarious Surgical at their historical cost; and (iv) the Legacy Vicarious Surgical’s equity structure for all periods presented, as affected by the recapitalization presentation. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to September 17, 2021, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Vicarious Surgical’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Vicarious Surgical’s outstanding convertible preferred stock and Legacy Vicarious Surgical’s common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 3.29831 (the “Exchange Ratio”) established in the Business Combination. Legacy Vicarious Surgical’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into common stock and reclassified to permanent as a result of the reverse recapitalization. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with US GAAP and pursuant to regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the condensed consolidated financial statements prepared in accordance with US GAAP may have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2021 and 2020. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited consolidated financial statements of the Company. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2022, our results of operations, and stockholders’ equity for the three and nine-month periods ended September 30, 2022 and 2021, and our cash flows for the nine-month periods ended September 30, 2022 and 2021. The operating results for the three and nine-month periods ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business and Basis of Presentation [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 The carrying values of prepaid expenses, right of use assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. The fair value of the Company’s publicly traded warrants (the “Public Warrants”) was determined from their trading value on public markets. The fair value of the Company’s warrants sold in a private placement (the “Private Placement Warrants”) was calculated using the Black-Scholes option pricing model since these instruments do not have the early redemption feature. Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Restricted Cash The Company has an agreement to maintain a cash balance of $936 and $1,055 at September 30, 2022 and December 31, 2021, respectively as collateral for letters of credit related to the Company’s lease. The balance is classified as long-term on the Company’s balance sheets as the lease period ends in March 2032. Short-Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the three and nine-month periods ended September 30, 2022 or for the year ended December 31, 2021. The Company holds no short-term investments as of September 30, 2022. Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off-balance-sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing. Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. As part of the Business Combination, the Company assumed 17,249,991 Public Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 10,400,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrant liability to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of Public Warrants was determined from their trading value on public markets. The fair value of Private Placement Warrants was calculated using the Black-Scholes option pricing model since these instruments do not have the early redemption feature. Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. The Company does not believe that any events have occurred through September 30, 2022, that would indicate its long-lived assets are impaired. Leases Prior to January 1, 2022, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Leases Effective January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases The adoption of ASC 842 requires lessees to record a lease liability which is initially measured at the present value of all future lease payments, and a right-of-use asset, associated with operating leases, is recorded on the Company’s balance sheet. The standard also requires a single lease expense to be recognized within the statement of operations on a straight-line basis over the lease term. The effects of the Company’s January 1, 2022 adoption of ASC 842 resulted in the Company recording lease liabilities and right-of-use assets associated with its operating leases on its consolidated balance sheet and did not have any effect on the consolidated statement of operations or consolidated statement of cash flows. As part of the adoption of ASC 842, the Company elected to use the package of practical expedients permitted under the transition guidance. As a result, the Company did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For each asset class and the related lease agreements in which the Company is the lessee that include lease and non-lease components, the Company made an election about the use of the practical expedient on all leases entered into or modified after January 1, 2022 to combine lease and non-lease components. Additionally, the Company elected to not record on the balance sheet leases with a term of twelve months or less. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through September 30, 2022, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established. Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and web services, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. Stock-Based Compensation The Company accounts for all stock-based compensation, including stock options, restricted stock units (“RSUs”) and other forms of equity issued as compensation for services, at fair value and recognizes stock-based compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The fair value of the Company’s stock options on the date of grant is determined by a Black-Scholes option pricing model utilizing key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock, historical data, peer company data and judgment regarding future trends. Prior to becoming a publicly traded company, the fair value of the Company’s common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s proposed products, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others, as the Company’s common stock was not actively traded. Since becoming a publicly traded company, the Company uses its publicly traded stock price as the fair value of its common stock. The fair market value of RSUs is based on the closing stock price on the grant date. Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. Net Income/(Loss) Per Share Basic net income/(loss) per share attributable to common stockholders is computed by dividing the net income/(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income/(loss) per share attributable to common stockholders is computed by dividing the net income/(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, restricted stock units and stock warrants are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding when their effect is anti-dilutive. Comprehensive Income/(Loss) There were no differences between net income/(loss) and comprehensive income/(loss) presented in the statements of operations for the three and nine-month periods ended September 30, 2022 and 2021. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by Financial Accounting Standards Board (“FASB”) or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies so long as we qualify as an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies. Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition [Abstract] | |
ACQUISITION | 3. AcquisitIon As discussed in Note 1, “Nature of Business and Basis of Presentation,” on September 17, 2021, the Company and D8 consummated the Business Combination with Legacy Vicarious Surgical surviving the Merger as a wholly-owned subsidiary of D8. Upon the Closing, each share of Legacy Vicarious Surgical issued and outstanding held by stockholders other than the initial founders of Legacy Vicarious Surgical was automatically cancelled and extinguished and converted into the right to the number of shares of the Company’s Class A common stock equal to the Exchange Ratio, and each share of Legacy Vicarious Surgical issued and outstanding held by the initial founders of Legacy Vicarious Surgical was automatically cancelled and extinguished and converted into the right to the number of shares of the Company’s Class B common stock equal to the Exchange Ratio. Upon the Closing, D8’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 143,931,076 shares, of which 124,141,216 were designated as Class A common stock and 19,789,860 were designated as Class B common stock both having a par value of $0.0001 per share. In connection with the execution of the definitive agreement for the Business Combination, D8 entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and D8 agreed to sell to the Subscribers, an aggregate of 14,200,000 shares of the Company’s Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $142,000, in a private placement pursuant to the Subscription Agreements (the “PIPE financing”). The PIPE financing closed simultaneously with the consummation of the Business Combination. The Business Combination is accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, D8 was treated as the “acquired” company for financial accounting purposes. See Note 1, “Nature of Business and Basis of Presentation” for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Vicarious Surgical issuing stock for the net assets of D8, accompanied by a recapitalization. The net assets of D8 are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the statement of cash flows and the statement of changes in equity for the year ended December 31, 2021. Recapitalization Cash - D8’s trust and cash (net of redemptions) $ 77,993 Cash - PIPE financing 142,000 Less: Transaction costs and advisory fees (29,569 ) Net proceeds from reverse recapitalization 190,424 Less: Warrant liabilities assumed (93,110 ) Net assets and liabilities assumed in reverse recapitalization $ 97,314 The number of shares of common stock issued immediately following the consummation of the Business Combination was as follows: Number of Common stock, outstanding prior to the Business Combination 34,500,000 Less: Redemption of D8 shares (26,745,028 ) D8 Public Shares 7,754,972 D8 Sponsor Shares 8,625,000 Shares issued in PIPE financing 14,200,000 Business combination and PIPE financing shares 30,579,972 Legacy Vicarious Surgical shares (1) 88,042,340 Total shares of common stock immediately after Business Combination 118,622,312 (1) The number of Legacy Vicarious Surgical shares was determined from the shares of Legacy Vicarious Surgical shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 3.29831. All fractional shares were rounded down. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Estimated September 30, December 31, Useful Lives 2022 2021 Machinery and equipment 3 to 5 years $ 1,515 $ 957 Furniture and fixed assets 3 to 7 years 694 186 Computer hardware and software 3 years 798 259 Leasehold improvements Lesser of lease term or asset life 4,227 1,432 Total property and equipment 7,234 2,834 Less accumulated depreciation (1,293 ) (584 ) Property and equipment, net $ 5,941 $ 2,250 In connection with the Waltham lease, the Company received $840 in May 2021 related to leasehold improvements funded by its landlord. These leasehold improvements are being depreciated over the shorter of the lease term or each asset’s life. The $840 paid to vendors by the landlord was included in leasehold improvements. In connection with the Waltham lease that was amended in October 2021, the Company received $1,200 in August 2022 related to leasehold improvements funded by its landlord. These leasehold improvements are being depreciated over the shorter of the lease term or each asset’s life. The $1,200 was included in leasehold improvements. Depreciation expense for the three and nine-month periods ended September 30, 2022 was $338 and $709, respectively. Depreciation expense for the three and nine-month periods ended September 30, 2021 was $84 and $190, respectively. Depreciation expense for the year ended December 31, 2021 was $316. Machinery with a gross value of $232 was acquired for cash of $47 and equipment loans of $185 in 2019. This machinery had accumulated amortization of $198 and $155 at September 30, 2022 and December 31, 2021, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value: September 30, 2022 Quoted Prices in Active Significant Markets for Other Significant (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 125,217 $ — $ — $ 125,217 Total assets $ 125,217 $ — $ — $ 125,217 Liabilities: Warrant liabilities - public warrants $ 7,761 $ — $ — $ 7,761 Warrant liabilities - private warrants — — 6,968 6,968 Total liabilities $ 7,761 $ — $ 6,968 $ 14,729 December 31, 2021 Quoted Prices in Active Significant Markets for Other Significant (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 171,196 $ — $ — $ 171,196 Total assets $ 171,196 $ — $ — $ 171,196 Liabilities: Warrant liabilities - public warrants $ 37,085 $ — $ — $ 37,085 Warrant liabilities - private warrants — — 52,936 52,936 Total liabilities $ 37,085 $ — $ 52,936 $ 90,021 Money market funds are classified as cash and cash equivalents. The fair value of Public Warrants was determined from their value trading on the public markets. The fair value of Private Placement Warrants was calculated using the Black-Scholes option pricing model. The significant assumptions used in the model were the Company’s stock price, exercise price, expected term, volatility, interest rate, and dividend yield. For the three months ended September 30, 2022, the Company recognized a loss to the statement of operations resulting from an increase in the fair value of liabilities of $3,038 presented as a change in fair value of warrant liabilities on the accompanying statement of operations. For the nine months ended September 30, 2022, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of $75,291 presented as a change in fair value of warrant liabilities on the accompanying statement of operations. For the three months ended September 30, 2021, the Company recognized a loss to the statement of operations resulting from an increase in the fair value of liabilities of approximately $36,532 presented as a change in fair value of warrant liabilities on the accompanying statement of operations. The Company estimates the volatility of its warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding the inputs used in determining the fair value of the Company’s Level 3 liabilities: As of As of Private Placement Warrants September 30, December 31, Volatility 62.0 % 60.0 % Stock price $ 3.35 $ 10.62 Expected life of options to convert 4.0 years 4.7 years Risk-free rate 4.2 % 1.2 % Dividend yield 0.00 % 0.00 % The following table shows the change in number and value of the warrants since December 31, 2021: Public Private Total Shares Value Shares Value Shares Value December 31, 2021 17,248,621 $ 37,085 10,400,000 $ 52,936 27,648,621 $ 90,021 Exercised (20 ) (0 ) — — (20 ) (0 ) Change in value — $ (22,769 ) — $ (37,960 ) — $ (60,728 ) March 31, 2022 17,248,601 $ 14,316 10,400,000 $ 14,976 27,648,601 $ 29,292 Exercised — — — — — — Change in value — $ (8,969 ) — $ (8,632 ) — $ (17,601 ) June 30, 2022 17,248,601 $ 5,347 10,400,000 $ 6,344 27,648,601 $ 11,691 Exercised — — — — — — Change in value — $ 2,414 — $ 624 — $ 3,038 September 30, 2022 17,248,601 $ 7,761 10,400,000 $ 6,968 27,648,601 $ 14,729 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s components of accrued expenses and other current liabilities: As of September 30, December 31, Compensation and benefits related $ 4,884 $ 3,233 Professional services and other 483 865 Accrued expenses $ 5,367 $ 4,098 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT Term Loan In October 2020, the Company entered into a term loan agreement that provided the Company with the ability to borrow up to $3,500 with any amounts borrowed becoming due on April 1, 2024. The loan consisted of up to two tranches; a $1,500 tranche which became available to the Company upon the close of the loan agreement in October 2020 and was available to the Company to draw through March 31, 2021 and a second tranche of $2,000 which became available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot. Although the milestone was achieved, the Company chose not to draw down the $2,000 tranche. The term loan was interest-only through September 30, 2021, at which time the Company made the first of 30 equal monthly payments of principal plus interest. The term loan bears interest at a floating rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the maturity of the loan or its termination included a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual rate of 5.98% to be paid to the lender. The term loan had prepayment fees if the Company elected to repay such loan prior to it becoming due, which penalties varied based upon the time remaining before the term loan was due. If the Company had repaid the term loan prior to the first anniversary of the term loan closing, it would have been required to pay a prepayment fee of 3% of the outstanding principal balance. The loan had no financial covenants but did contain monthly reporting requirements and gave the lender a first priority lien on all Company assets. In March 2021, the Company borrowed the first tranche of $1,500. The outstanding balance of the term loan was $900 and $1,350 at September 30, 2022 and December 31, 2021, respectively. In October 2022, the Company paid off the entire term loan balance. As the Company chose to repay the term loan prior to the second anniversary of the term loan closing, a prepayment fee of 2% of the outstanding principal balance applied. Deferred Financing Costs In connection with the term loan, the Company incurred $100 in expenses, inclusive of the warrant expense, which are netted against the long-term portion of the term loan proceeds. The Company is amortizing these costs over the life of the borrowing. In the three and nine-month periods ended September 30, 2022, $8 and $25, respectively of capitalized costs were amortized to interest expense. In the three and nine-month periods ended September 30, 2021, $8 and $17, respectively of capitalized costs were amortized to interest expense. Common Stock Warrant In connection with the term loan, the Company issued the lender a warrant to purchase 254,794 shares of common stock at $0.41 per share. The fair value of the common stock warrant was $0.33 per share at the grant date, and the Company recorded a total of $85 in deferred financing costs associated with the warrant issuances which are netted against the long-term portion of the term loan proceeds. At the time of the Company’s recapitalization, the lender elected to cashless exercise the warrants resulting in the net issuance of 146,577 shares of Class A common stock. The remaining 108,217 warrants were cancelled as the Company elected not to draw down the second tranche. Equipment Loans In March 2019, the Company entered into two equipment loans with a vendor for the purchase of manufacturing machinery. The equipment loans had an aggregate principal balance of $185 at inception, with forty-eight equal monthly payments of principal and interest due beginning ninety days after taking possession of the machinery. The equipment loans are collateralized by the underlying machinery. As of September 30, 2022 and December 31, 2021, the aggregate outstanding principal balance of the equipment loans was $0 and $16, respectively, net of current portions of $28 and $47, respectively. The following table represents the future payments required under the noncancellable equipment agreements and includes interest of $2: Years Ended December 31, 2022, $ 13 2023 17 Total future equipment payments $ 30 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings—From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Leases [Abstract] | |
LEASES | 9. LEASES On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-02 and all subsequent amendments, collectively codified in ASC Topic 842, “Leases” (“Topic 842”). The guidance requires modified retrospective adoption, either at the beginning of the earliest period presented or at the beginning of the period of adoption. We elected to apply the guidance at the beginning of the period of adoption and recorded right-of-use (ROU) leased assets of $14,302. In conjunction with this, we recorded lease liabilities, which had been discounted at our incremental borrowing rates, of $15,933. The impact of our adoption of Topic 842 on our current and deferred income taxes was immaterial. The adoption of ASC 842 had no effect on retained earnings. The Company leases its office facility under a noncancelable operating lease agreement that expires in March 2032. Rent expense for the three and nine-month periods ended September 30, 2022 was $545 and $1,675, respectively. Rent expense for the three and nine-month periods ended September 30, 2021 was $392 and $906, respectively. Rent expense for the year ended December 31, 2021 was $1,447. A summary of the components of lease costs for the Company under ASC 842 for the nine months ended September 30, 2022 and under ASC 840 for the nine months ended September 30, 2021 were as follows: September 30, Lease costs 2022 2021 Operating lease costs $ 1,675 $ 906 Total lease costs $ 1,675 $ 906 Supplemental disclosure of cash flow information related to leases was as follows: September 30, 2022 Cash paid $ 1,156 Cash received $ (1,200 ) Total cash received for amounts included in the measurement of operating lease liabilities (operating cash flows) $ (44 ) The weighted-average remaining lease term and discount rate were as follows: September 30, 2022 Weighted-average remaining lease term (in years) 9.5 Weighted-average discount rate 8.74 % The following table presents the maturity of the Company’s operating lease liabilities as of September 30, 2022: Years Ended December 31, 2022, $ 488 2023 2,162 2024 2,286 2025 2,358 2026 2,430 Thereafter 13,931 Total future minimum lease payments $ 23,655 Less imputed interest (7,839 ) Carrying value of lease liabilities $ 15,816 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES For the three and nine-month periods ended September 30, 2022 and for the year ended December 31, 2021, the Company did not record a tax provision as the Company did not earn any taxable income in either period and maintains a full valuation allowance against its net deferred tax assets. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Authorized Shares At September 30, 2022, the Company’s authorized shares consisted of 300,000,000 shares of Class A common stock, $0.0001 par value; and 22,000,000 shares of Class B common stock, $0.0001 par value; and 1,000,000 shares of preferred stock, par value of $0.0001 per share. Legacy Vicarious Surgical Preferred Stock In connection with the Business Combination, Legacy Vicarious Surgical’s Convertible Preferred Stock (“Legacy Convertible Preferred Stock”), previously classified as mezzanine was retroactively adjusted, converted into Class A common stock, and reclassified to permanent equity as a result of the Business Combination. As of September 30, 2022, there were no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination: Prior to Business Combination Shares Legacy Convertible Preferred Stock Authorized Issued and Preferred Series A Legacy Convertible Preferred Stock, $0.0001 par value 16,740,853 16,740,854 $ 6,477 Series A1 Legacy Convertible Preferred Stock, $0.0001 par value 26,107,321 26,107,321 16,678 Series A2 Legacy Convertible Preferred Stock, $0.0001 par value 10,036,853 10,036,853 9,995 Series A3 Legacy Convertible Preferred Stock, $0.0001 par value 18,267,057 13,665,901 13,520 Total 71,152,084 66,550,929 $ 46,670 Common Stock Classes of Common Stock Class A common stock receives one vote per share. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for such purposes. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding, if any. Class B common stock receives 20 votes per share and converts into Class A at a one-to-one conversion rate per share. Holders of Class B common stock will share ratably together with each holder of Class A common stock, if and when any dividend is declared by the board of directors. Holders of Class B common stock have the right to convert shares of their Class B common stock into fully paid and non-assessable shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time. Upon the occurrence of certain events, holders of Class B common stock automatically convert into Class A common stock, on a one-to-one basis. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Class B common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class B common stock, then outstanding, if any. Restricted Stock Agreements As of January 30, 2021, the shares were fully vested and on September 17, 2021, in connection with the Business Combination, the shares were converted to Class B common stock. In 2021, subsequent to the Business Combination, the Company issued 749,691 RSUs of Class A common stock to employees and members of the board of directors. The RSUs vest over a four Shares Weighted Balance of unvested shares - January 1, 2022 698,051 $ 12.54 Granted 84,744 $ 5.81 Vested (56,716 ) $ 11.86 Balance of unvested shares - March 31, 2022 726,079 $ 11.81 Granted 2,972,796 $ 3.84 Vested (103,749 ) $ 11.27 Balance of unvested shares - June 30, 2022 3,595,126 $ 5.23 Granted 111,188 $ 4.33 Vested (304,335 ) $ 5.66 Forfeited (18,377 ) $ 11.72 Balance of unvested shares - September 30, 2022 3,383,602 $ 5.13 Total stock-based compensation related to RSUs during the three and nine-month periods ended September 30, 2022 was $1,729 and $3,856, respectively. As of September 30, 2022, the total unrecognized stock-based compensation expense related to unvested RSUs aggregated $16,731 and is expected to be recognized over a weighted average period of 3.32 years. The aggregate intrinsic value of RSUs granted during the nine months ended September 30, 2022 and 2021, was $10,615 and $0, respectively. The aggregate intrinsic value of RSU’s vested during the nine months ended September 30, 2022 was $1,623. The aggregate intrinsic value of RSUs outstanding at September 30, 2022 was $11,335. Preferred Stock Preferred stock shares authorized may be issued from time to time in one or more series, with each series terms, voting, dividend, conversion, redemption, liquidation and other rights to be determined by the Board of Directors at the time of issuance. As of September 30, 2022, there were no shares of preferred stock issued and outstanding. Warrants In D8’s initial public offering, on July 17, 2020 it sold units at a price of $10.00 per unit, which consisted of one D8 Class A ordinary share, $0.0001 par value, and one-half of a redeemable Public Warrant. On July 17, 2020, simultaneously with the closing of its initial public offering, D8 consummated the private placement of 8,000,000 Private Placement Warrants, each exercisable to purchase one D8 Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant. On July 24, 2020, simultaneously with the sale of D8’s over-allotment units, D8 consummated a private sale of an additional 900,000 Private Placement Warrants. In connection with the Business Combination, 1,500,000 additional Private Placement Warrants were issued upon conversion of D8 working capital loans. In connection with the Business Combination, each issued and outstanding D8 Class A ordinary share automatically converted into one share of Class A common stock. Each warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. As of September 30, 2022, the Company had 17,248,601 Public Warrants and 10,400,000 Private Placement Warrants outstanding. The Public Warrants became exercisable at $11.50 per share 30 days after the Closing. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company filed a registration statement with the SEC that was declared effective as of October 22, 2021 covering the shares of Class A common stock issuable upon exercise of the warrants and is maintaining a current prospectus relating to those shares of Class A common stock until the warrants expire, are exercised or redeemed, as specified in the warrant agreement. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; provided ● if, and only if, the last reported sale price of Class A common stock shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in D8’s initial public offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) could not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 12. Stock-based Compensation 2014 Plan 2021 Plan The 2021 Plan provides for the granting of incentive and nonqualified stock options, restricted stock, and other Under the 2021 Plan, incentive and nonqualified stock options may be granted at not less than 100% of the fair market value of the Company’s common stock on the date of grant. If an incentive stock option is granted to an individual who owns more than 10% of the combined voting power of all classes of the Company’s capital stock, the exercise price may not be less than 110% of the fair market value of the Company’s common stock on the date of grant and the term of the option may not be longer than five years. The 2021 Plan authorizes the Company to issue up to 24,974,074 shares of common stock (either Class A or Class B) pursuant to awards granted under the 2021 Plan. The Board of Directors administers the 2021 Plan and determines the specific terms of the awards. The contractual term of options granted under the 2021 Plan is not more than 10 years. The 2021 Plan will expire on April 13, 2031 or an earlier date approved by a vote of the Company’s stockholders or Board of Directors. During the nine months ended September 30, 2022 the Company granted options to purchase 4,708,299 shares of Class A common stock, to employees and consultants with a fair value of $13,554. The fair value was calculated using the Black-Scholes option-pricing model with the following assumptions: Nine Months Ended 2022 2021 Risk-free interest rate 1.95% - 3.01 % 0.45% - 1.13 % Expected term (in years) 5.52 - 6.07 5.20 - 6.11 Dividend yield — % — % Expected volatility 68.87% - 70.26 % 69.66% - 71.02 % The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the related stock options. The expected life of employee and non-employee stock options was calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company does not have sufficient history to use an alternative method to calculate an expected life for employees. The Company does not pay a dividend and is not expected to pay a dividend in the foreseeable future. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of similar public companies. At September 30, 2022, there was $25,745 of total gross unrecognized stock-based compensation expense related to unvested stock options. The costs remaining as of September 30, 2022 are expected to be recognized over a weighted-average period of 3.06 years. Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the statements of operations as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 743 $ 144 $ 1,742 $ 400 Sales and marketing 383 21 945 57 General and administrative 2,523 201 6,019 535 Total $ 3,649 $ 366 $ 8,706 $ 992 The Company plans to generally issue previously unissued shares of common stock for the exercise of stock options. There were 4,288,602 shares available for future equity grants under the 2021 Plan at September 30, 2022. The option activity of the 2021 Plan for the nine months ended September 30, 2022, is as follows: Weighted Weighted Options Price (in years) Outstanding at January 1, 2022 12,009,768 $ 2.92 7.76 Granted 4,708,299 4.52 9.66 Exercised (2,110,961 ) 0.38 2.10 Forfeited (1,040,125 ) 2.74 — Expired (10,994 ) 1.90 — Options vested and expected to vest at September 30, 2022 13,555,987 $ 3.89 8.34 The weighted average grant date fair value of options granted during the nine months ended September 30, 2022 and September 30, 2021 was $2.88 and $1.23, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2022 and September 30, 2021 was $9,927 and $3,616, respectively. The aggregate intrinsic value of options outstanding at September 30, 2022 was $16,349. Common Stock Reserved for Future Issuance As of September 30, 2022 and December 31, 2021, the Company has reserved the following shares of Class A common stock for future issuance (in thousands): As of September 30, December 31, 2022 2021 Common stock options outstanding 13,556 12,010 Restricted stock units outstanding 3,384 698 Shares available for issuance under the 2021 Plan 4,289 4,506 Public warrants 17,249 17,249 Private warrants 10,400 10,400 Total shares of authorized Common Stock reserved for future issuance 48,878 44,863 |
Employee Retirement Plan
Employee Retirement Plan | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT PLAN | 13. EMPLOYEE RETIREMENT PLAN The Company maintains the Vicarious Surgical Inc. 401(k) plan, under Section 401(k) of the Internal Revenue Code of 1986, as amended, covering all eligible employees. Employees of the Company may participate in the 401(k) Plan after three months of service and must be 21 years of age. The Company offers company-funded matching contributions which totaled $192 and $591 for the three and nine-month periods ended September 30, 2022, respectively. For the three and nine-month periods ended September 30, 2021, the company-funded matching contributions were $110 and $278, respectively. |
Net Income_(Loss) Per Share
Net Income/(Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME/(LOSS) PER SHARE | 14. Net Income/(Loss) Per Share The Company computes basic income/(loss) per share using net income/(loss) attributable to Vicarious Surgical Inc. common stockholders and the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator for basic and diluted net loss per share: Net income/(loss) $ (24,737 ) $ (45,124 ) $ 16,337 $ (56,993 ) Denominator for basic net gain/(loss) per share: Weighted average shares 121,965,277 92,233,000 121,201,693 89,211,046 Denominator for diluted net gain/(loss) per share: Weighted average shares 121,965,277 92,233,000 131,102,132 89,211,046 Net income/(loss) per share of Class A and Class B common stock – basic $ (0.20 ) $ (0.49 ) $ 0.14 $ (0.64 ) Net income/(loss) per share of Class A and Class B common stock – diluted $ (0.20 ) $ (0.49 ) $ 0.12 $ (0.64 ) For the nine months ended September 30, 2022, 34,694,840 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive . |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business and Basis of Presentation [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 The carrying values of prepaid expenses, right of use assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. The fair value of the Company’s publicly traded warrants (the “Public Warrants”) was determined from their trading value on public markets. The fair value of the Company’s warrants sold in a private placement (the “Private Placement Warrants”) was calculated using the Black-Scholes option pricing model since these instruments do not have the early redemption feature. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash The Company has an agreement to maintain a cash balance of $936 and $1,055 at September 30, 2022 and December 31, 2021, respectively as collateral for letters of credit related to the Company’s lease. The balance is classified as long-term on the Company’s balance sheets as the lease period ends in March 2032. |
Short-Term Investments | Short-Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the three and nine-month periods ended September 30, 2022 or for the year ended December 31, 2021. The Company holds no short-term investments as of September 30, 2022. |
Concentrations of Credit Risk and Off-Balance-Sheet Risk | Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off-balance-sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. As part of the Business Combination, the Company assumed 17,249,991 Public Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 10,400,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrant liability to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of Public Warrants was determined from their trading value on public markets. The fair value of Private Placement Warrants was calculated using the Black-Scholes option pricing model since these instruments do not have the early redemption feature. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. The Company does not believe that any events have occurred through September 30, 2022, that would indicate its long-lived assets are impaired. |
Leases | Leases Prior to January 1, 2022, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Leases Effective January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases The adoption of ASC 842 requires lessees to record a lease liability which is initially measured at the present value of all future lease payments, and a right-of-use asset, associated with operating leases, is recorded on the Company’s balance sheet. The standard also requires a single lease expense to be recognized within the statement of operations on a straight-line basis over the lease term. The effects of the Company’s January 1, 2022 adoption of ASC 842 resulted in the Company recording lease liabilities and right-of-use assets associated with its operating leases on its consolidated balance sheet and did not have any effect on the consolidated statement of operations or consolidated statement of cash flows. As part of the adoption of ASC 842, the Company elected to use the package of practical expedients permitted under the transition guidance. As a result, the Company did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For each asset class and the related lease agreements in which the Company is the lessee that include lease and non-lease components, the Company made an election about the use of the practical expedient on all leases entered into or modified after January 1, 2022 to combine lease and non-lease components. Additionally, the Company elected to not record on the balance sheet leases with a term of twelve months or less. |
Guarantees and Indemnifications | Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through September 30, 2022, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established. |
Research and Development | Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and web services, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based compensation, including stock options, restricted stock units (“RSUs”) and other forms of equity issued as compensation for services, at fair value and recognizes stock-based compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The fair value of the Company’s stock options on the date of grant is determined by a Black-Scholes option pricing model utilizing key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the fair value of the Company’s stock, historical data, peer company data and judgment regarding future trends. Prior to becoming a publicly traded company, the fair value of the Company’s common stock was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s proposed products, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others, as the Company’s common stock was not actively traded. Since becoming a publicly traded company, the Company uses its publicly traded stock price as the fair value of its common stock. The fair market value of RSUs is based on the closing stock price on the grant date. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. |
Net Income/(Loss) Per Share | Net Income/(Loss) Per Share Basic net income/(loss) per share attributable to common stockholders is computed by dividing the net income/(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income/(loss) per share attributable to common stockholders is computed by dividing the net income/(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, restricted stock units and stock warrants are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding when their effect is anti-dilutive. |
Comprehensive Income/(Loss) | Comprehensive Income/(Loss) There were no differences between net income/(loss) and comprehensive income/(loss) presented in the statements of operations for the three and nine-month periods ended September 30, 2022 and 2021. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by Financial Accounting Standards Board (“FASB”) or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies so long as we qualify as an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of business combination to the statement of cash flow and changes in equity | Recapitalization Cash - D8’s trust and cash (net of redemptions) $ 77,993 Cash - PIPE financing 142,000 Less: Transaction costs and advisory fees (29,569 ) Net proceeds from reverse recapitalization 190,424 Less: Warrant liabilities assumed (93,110 ) Net assets and liabilities assumed in reverse recapitalization $ 97,314 |
Schedule of number of shares of common stock issued | Number of Common stock, outstanding prior to the Business Combination 34,500,000 Less: Redemption of D8 shares (26,745,028 ) D8 Public Shares 7,754,972 D8 Sponsor Shares 8,625,000 Shares issued in PIPE financing 14,200,000 Business combination and PIPE financing shares 30,579,972 Legacy Vicarious Surgical shares (1) 88,042,340 Total shares of common stock immediately after Business Combination 118,622,312 (1) The number of Legacy Vicarious Surgical shares was determined from the shares of Legacy Vicarious Surgical shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 3.29831. All fractional shares were rounded down. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Estimated September 30, December 31, Useful Lives 2022 2021 Machinery and equipment 3 to 5 years $ 1,515 $ 957 Furniture and fixed assets 3 to 7 years 694 186 Computer hardware and software 3 years 798 259 Leasehold improvements Lesser of lease term or asset life 4,227 1,432 Total property and equipment 7,234 2,834 Less accumulated depreciation (1,293 ) (584 ) Property and equipment, net $ 5,941 $ 2,250 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy | September 30, 2022 Quoted Prices in Active Significant Markets for Other Significant (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 125,217 $ — $ — $ 125,217 Total assets $ 125,217 $ — $ — $ 125,217 Liabilities: Warrant liabilities - public warrants $ 7,761 $ — $ — $ 7,761 Warrant liabilities - private warrants — — 6,968 6,968 Total liabilities $ 7,761 $ — $ 6,968 $ 14,729 December 31, 2021 Quoted Prices in Active Significant Markets for Other Significant (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 171,196 $ — $ — $ 171,196 Total assets $ 171,196 $ — $ — $ 171,196 Liabilities: Warrant liabilities - public warrants $ 37,085 $ — $ — $ 37,085 Warrant liabilities - private warrants — — 52,936 52,936 Total liabilities $ 37,085 $ — $ 52,936 $ 90,021 |
Schedule of quantitative information regarding Level 3 fair value measurements | As of As of Private Placement Warrants September 30, December 31, Volatility 62.0 % 60.0 % Stock price $ 3.35 $ 10.62 Expected life of options to convert 4.0 years 4.7 years Risk-free rate 4.2 % 1.2 % Dividend yield 0.00 % 0.00 % |
Schedule of the change in number and value of the warrants | Public Private Total Shares Value Shares Value Shares Value December 31, 2021 17,248,621 $ 37,085 10,400,000 $ 52,936 27,648,621 $ 90,021 Exercised (20 ) (0 ) — — (20 ) (0 ) Change in value — $ (22,769 ) — $ (37,960 ) — $ (60,728 ) March 31, 2022 17,248,601 $ 14,316 10,400,000 $ 14,976 27,648,601 $ 29,292 Exercised — — — — — — Change in value — $ (8,969 ) — $ (8,632 ) — $ (17,601 ) June 30, 2022 17,248,601 $ 5,347 10,400,000 $ 6,344 27,648,601 $ 11,691 Exercised — — — — — — Change in value — $ 2,414 — $ 624 — $ 3,038 September 30, 2022 17,248,601 $ 7,761 10,400,000 $ 6,968 27,648,601 $ 14,729 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | As of September 30, December 31, Compensation and benefits related $ 4,884 $ 3,233 Professional services and other 483 865 Accrued expenses $ 5,367 $ 4,098 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future payments required under the noncancellable equipment | Years Ended December 31, 2022, $ 13 2023 17 Total future equipment payments $ 30 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of components of lease costs | September 30, Lease costs 2022 2021 Operating lease costs $ 1,675 $ 906 Total lease costs $ 1,675 $ 906 |
Schedule of supplemental disclosure of cash flow information | September 30, 2022 Cash paid $ 1,156 Cash received $ (1,200 ) Total cash received for amounts included in the measurement of operating lease liabilities (operating cash flows) $ (44 ) |
Schedule of weighted-average remaining lease term and discount rate | September 30, 2022 Weighted-average remaining lease term (in years) 9.5 Weighted-average discount rate 8.74 % |
Schedule of maturity of the Company’s operating lease liabilities | Years Ended December 31, 2022, $ 488 2023 2,162 2024 2,286 2025 2,358 2026 2,430 Thereafter 13,931 Total future minimum lease payments $ 23,655 Less imputed interest (7,839 ) Carrying value of lease liabilities $ 15,816 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Schedule of convertible preferred stock authorized, issued and outstanding | Prior to Business Combination Shares Legacy Convertible Preferred Stock Authorized Issued and Preferred Series A Legacy Convertible Preferred Stock, $0.0001 par value 16,740,853 16,740,854 $ 6,477 Series A1 Legacy Convertible Preferred Stock, $0.0001 par value 26,107,321 26,107,321 16,678 Series A2 Legacy Convertible Preferred Stock, $0.0001 par value 10,036,853 10,036,853 9,995 Series A3 Legacy Convertible Preferred Stock, $0.0001 par value 18,267,057 13,665,901 13,520 Total 71,152,084 66,550,929 $ 46,670 |
Schedule of activity for common stock subject to vesting | Shares Weighted Balance of unvested shares - January 1, 2022 698,051 $ 12.54 Granted 84,744 $ 5.81 Vested (56,716 ) $ 11.86 Balance of unvested shares - March 31, 2022 726,079 $ 11.81 Granted 2,972,796 $ 3.84 Vested (103,749 ) $ 11.27 Balance of unvested shares - June 30, 2022 3,595,126 $ 5.23 Granted 111,188 $ 4.33 Vested (304,335 ) $ 5.66 Forfeited (18,377 ) $ 11.72 Balance of unvested shares - September 30, 2022 3,383,602 $ 5.13 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation Tables [Abstract] | |
Schedule of Black-Scholes option-pricing model | Nine Months Ended 2022 2021 Risk-free interest rate 1.95% - 3.01 % 0.45% - 1.13 % Expected term (in years) 5.52 - 6.07 5.20 - 6.11 Dividend yield — % — % Expected volatility 68.87% - 70.26 % 69.66% - 71.02 % |
Schedule of stock-based awards granted | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 743 $ 144 $ 1,742 $ 400 Sales and marketing 383 21 945 57 General and administrative 2,523 201 6,019 535 Total $ 3,649 $ 366 $ 8,706 $ 992 |
Schedule of option activity of the 2021 Plan | Weighted Weighted Options Price (in years) Outstanding at January 1, 2022 12,009,768 $ 2.92 7.76 Granted 4,708,299 4.52 9.66 Exercised (2,110,961 ) 0.38 2.10 Forfeited (1,040,125 ) 2.74 — Expired (10,994 ) 1.90 — Options vested and expected to vest at September 30, 2022 13,555,987 $ 3.89 8.34 |
Schedule of shares of Class A common stock | As of September 30, December 31, 2022 2021 Common stock options outstanding 13,556 12,010 Restricted stock units outstanding 3,384 698 Shares available for issuance under the 2021 Plan 4,289 4,506 Public warrants 17,249 17,249 Private warrants 10,400 10,400 Total shares of authorized Common Stock reserved for future issuance 48,878 44,863 |
Net Income_(Loss) Per Share (Ta
Net Income/(Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic income/(loss) per share | For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator for basic and diluted net loss per share: Net income/(loss) $ (24,737 ) $ (45,124 ) $ 16,337 $ (56,993 ) Denominator for basic net gain/(loss) per share: Weighted average shares 121,965,277 92,233,000 121,201,693 89,211,046 Denominator for diluted net gain/(loss) per share: Weighted average shares 121,965,277 92,233,000 131,102,132 89,211,046 Net income/(loss) per share of Class A and Class B common stock – basic $ (0.20 ) $ (0.49 ) $ 0.14 $ (0.64 ) Net income/(loss) per share of Class A and Class B common stock – diluted $ (0.20 ) $ (0.49 ) $ 0.12 $ (0.64 ) |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination [Member] | |
Nature of Business and Basis of Presentation (Details) [Line Items] | |
Business combination, description | In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to September 17, 2021, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Vicarious Surgical’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Vicarious Surgical’s outstanding convertible preferred stock and Legacy Vicarious Surgical’s common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 3.29831 (the “Exchange Ratio”) established in the Business Combination. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash balance | $ 936 | $ 1,055 |
Private placement warrants | 10,400,000 | |
Sustained percentage | 50% | |
Business Combination [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Public warrants | 17,249,991 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Acquisition (Details) [Line Items] | ||
Increased total number of authorized shares of all classes of capital stock | 143,931,076 | |
Aggregate shares of common stock | 14,200,000 | |
Aggregate purchase price (in Dollars) | $ 142,000 | |
Exchange ratio of shares converted into common stock | 3.29831 | |
Business Acquisition [Member] | ||
Acquisition (Details) [Line Items] | ||
Aggregate purchase price (in Dollars per share) | $ 10 | |
Class A Common Stock [Member] | ||
Acquisition (Details) [Line Items] | ||
Designated shares of common stock | 124,141,216 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class B Common Stock [Member] | ||
Acquisition (Details) [Line Items] | ||
Designated shares of common stock | 19,789,860 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of business combination to the statement of cash flow and changes in equity $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Business Combination To The Statement Of Cash Flow And Changes In Equity Abstract | |
Cash - D8’s trust and cash (net of redemptions) | $ 77,993 |
Cash - PIPE financing | 142,000 |
Less: Transaction costs and advisory fees | (29,569) |
Net proceeds from reverse recapitalization | 190,424 |
Less: Warrant liabilities assumed | (93,110) |
Net assets and liabilities assumed in reverse recapitalization | $ 97,314 |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of number of shares of common stock issued $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) shares | ||
Schedule Of Number Of Shares Of Common Stock Issued Abstract | ||
Common stock, outstanding prior to the Business Combination | 34,500,000 | |
Less: Redemption of D8 shares (in Dollars) | $ | $ (26,745,028) | |
D8 Public Shares | 7,754,972 | |
D8 Sponsor Shares | 8,625,000 | |
Shares issued in PIPE financing | 14,200,000 | |
Business combination and PIPE financing shares | 30,579,972 | |
Legacy Vicarious Surgical shares | 88,042,340 | [1] |
Total shares of common stock immediately after Business Combination | 118,622,312 | |
[1]The number of Legacy Vicarious Surgical shares was determined from the shares of Legacy Vicarious Surgical shares outstanding immediately prior to the closing of the business combination converted at the Exchange Ratio of 3.29831. All fractional shares were rounded down. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Aug. 31, 2022 | Oct. 31, 2021 | May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||||||||
Leasehold improvements | $ 840 | $ 840 | $ 840 | ||||||
Leasehold Improvements, Gross | $ 1,200 | $ 1,200 | |||||||
Depreciation expense | $ 338 | $ 84 | 709 | $ 190 | $ 316 | ||||
Machinery gross value | $ 232 | ||||||||
Cash | 47 | ||||||||
Equipment loans | $ 185 | ||||||||
Accumulated amortization | $ 198 | $ 155 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment Gross | $ 7,234 | $ 2,834 |
Less accumulated depreciation | (1,293) | (584) |
Property and equipment, net | 5,941 | 2,250 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment Gross | $ 1,515 | 957 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Furniture and fixed assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment Gross | $ 694 | 186 |
Furniture and fixed assets [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Furniture and fixed assets [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Computer hardware and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Total property and equipment Gross | $ 798 | 259 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | Lesser of lease term or asset life | |
Total property and equipment Gross | $ 4,227 | $ 1,432 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |||
Fair value of liabilities | $ 3,038 | $ 36,532 | $ 75,291 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Money market funds | $ 125,217 | $ 171,196 |
Total assets | 125,217 | 171,196 |
Liabilities: | ||
Total liabilities | 14,729 | 90,021 |
Public Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | 7,761 | 37,085 |
Private Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | 6,968 | 52,936 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | ||
Assets: | ||
Money market funds | 125,217 | 171,196 |
Total assets | 125,217 | 171,196 |
Liabilities: | ||
Total liabilities | 7,761 | 37,085 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | 7,761 | 37,085 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | ||
Significant Other observable Inputs (Level 2) [Member] | ||
Assets: | ||
Money market funds | ||
Total assets | ||
Liabilities: | ||
Total liabilities | ||
Significant Other observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | ||
Significant Other observable Inputs (Level 2) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Money market funds | ||
Total assets | ||
Liabilities: | ||
Total liabilities | 6,968 | 52,936 |
Significant Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | ||
Significant Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Warrant liabilities | $ 6,968 | $ 52,936 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Quantitative Information Regarding Level3 Fair Value Measurements Abstract | ||
Volatility | 62% | 60% |
Stock price (in Dollars per share) | $ 3.35 | $ 10.62 |
Expected life of options to convert | 4 years | 4 years 8 months 12 days |
Risk-free rate | 4.20% | 1.20% |
Dividend yield | 0% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of the change in number and value of the warrants - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value Measurements (Details) - Schedule of the change in number and value of the warrants [Line Items] | |||
Opening balance, Shares | 27,648,601 | 27,648,601 | 27,648,621 |
Opening balance, Value | $ 11,691 | $ 29,292 | $ 90,021 |
Ending balance, Shares | 27,648,601 | 27,648,601 | 27,648,601 |
Ending balance, Value | $ 14,729 | $ 11,691 | $ 29,292 |
Exercised, Shares | (20) | ||
Exercised, Value | $ 0 | ||
Change in value, Shares | |||
Change in value, Value | $ 3,038 | $ (17,601) | $ (60,728) |
Public [Member] | |||
Fair Value Measurements (Details) - Schedule of the change in number and value of the warrants [Line Items] | |||
Opening balance, Shares | 17,248,601 | 17,248,601 | 17,248,621 |
Opening balance, Value | $ 5,347 | $ 14,316 | $ 37,085 |
Ending balance, Shares | 17,248,601 | 17,248,601 | 17,248,601 |
Ending balance, Value | $ 7,761 | $ 5,347 | $ 14,316 |
Exercised, Shares | (20) | ||
Exercised, Value | $ 0 | ||
Change in value, Shares | |||
Change in value, Value | $ 2,414 | $ (8,969) | $ (22,769) |
Private [Member] | |||
Fair Value Measurements (Details) - Schedule of the change in number and value of the warrants [Line Items] | |||
Opening balance, Shares | 10,400,000 | 10,400,000 | 10,400,000 |
Opening balance, Value | $ 6,344 | $ 14,976 | $ 52,936 |
Ending balance, Shares | 10,400,000 | 10,400,000 | 10,400,000 |
Ending balance, Value | $ 6,968 | $ 6,344 | $ 14,976 |
Exercised, Shares | |||
Exercised, Value | |||
Change in value, Shares | |||
Change in value, Value | $ 624 | $ (8,632) | $ (37,960) |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Accrued Expenses And Other Current Liabilities Abstract | ||
Compensation and benefits related | $ 4,884 | $ 3,233 |
Professional services and other | 483 | 865 |
Accrued expenses | $ 5,367 | $ 4,098 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | |
Debt (Details) [Line Items] | |||||||
Borrowed amount | $ 1,500 | $ 3,500 | |||||
Tranche, description | The loan consisted of up to two tranches; a $1,500 tranche which became available to the Company upon the close of the loan agreement in October 2020 and was available to the Company to draw through March 31, 2021 and a second tranche of $2,000 which became available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot. Although the milestone was achieved, the Company chose not to draw down the $2,000 tranche. | ||||||
Term loan, description | The term loan was interest-only through September 30, 2021, at which time the Company made the first of 30 equal monthly payments of principal plus interest. The term loan bears interest at a floating rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the maturity of the loan or its termination included a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual rate of 5.98% to be paid to the lender. The term loan had prepayment fees if the Company elected to repay such loan prior to it becoming due, which penalties varied based upon the time remaining before the term loan was due. If the Company had repaid the term loan prior to the first anniversary of the term loan closing, it would have been required to pay a prepayment fee of 3% of the outstanding principal balance. | ||||||
Outstanding term loan | $ 900 | $ 1,350 | |||||
Prepayment fee percentage | 2% | ||||||
Incurred expenses | $ 100 | ||||||
Amortized to interest expense | $ 8 | $ 8 | $ 25 | $ 17 | |||
Fair value of common stock warrant per share (in Dollars per share) | $ 0.33 | ||||||
Total financing costs | $ 85 | ||||||
Net insurance (in Shares) | 146,577 | ||||||
Equipment loans, description | The equipment loans are collateralized by the underlying machinery. As of September 30, 2022 and December 31, 2021, the aggregate outstanding principal balance of the equipment loans was $0 and $16, respectively, net of current portions of $28 and $47, respectively. | ||||||
Interest | $ 2 | ||||||
Warrant [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Issued shares (in Shares) | 108,217 | ||||||
Vicarious Surgical US Inc [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Debt share purchase (in Shares) | 254,794 | ||||||
Per share (in Dollars per share) | $ 0.41 | $ 0.41 |
Debt (Details) - Schedule of fu
Debt (Details) - Schedule of future payments required under the noncancellable equipment $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Future Payments Required Under The Noncancellable Equipment Abstract | |
2022, remaining three months | $ 13 |
2023 | 17 |
Total future equipment payments | $ 30 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 01, 2022 | |
Disclosure Text Block [Abstract] | ||||||
Lease assert | $ 14,302 | |||||
Lease liability, borrowing rate | $ 15,933 | |||||
Rent expense | $ 545 | $ 392 | $ 1,675 | $ 906 | $ 1,447 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease costs - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Components Of Lease Costs Abstract | ||
Operating lease costs | $ 1,675 | $ 906 |
Total lease costs | $ 1,675 | $ 906 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental disclosure of cash flow information $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Supplemental Disclosure Of Cash Flow Information Abstract | |
Cash paid | $ 1,156 |
Cash received | (1,200) |
Total cash received for amounts included in the measurement of operating lease liabilities (operating cash flows) | $ (44) |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted-average remaining lease term and discount rate | Sep. 30, 2022 |
Schedule Of Weighted Average Remaining Lease Term And Discount Rate Abstract | |
Weighted-average remaining lease term (in years) | 9 years 6 months |
Weighted-average discount rate | 8.74% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of maturity of the Company’s operating lease liabilities $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Maturity Of The Company SOperating Lease Liabilities Abstract | |
2022, remaining three months ended December 31,2022 | $ 488 |
2023 | 2,162 |
2024 | 2,286 |
2025 | 2,358 |
2026 | 2,430 |
Thereafter | 13,931 |
Total future minimum lease payments | 23,655 |
Less imputed interest | (7,839) |
Carrying value of lease liabilities | $ 15,816 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jul. 24, 2020 | Jul. 17, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restricted stock agreements, description | In 2014, the Company issued 19,789,860 shares of Legacy Class A common stock to the initial founders of the Company at par that contained a repurchase right by the Company at the lesser of the original purchase price of $0.0001 per share or the then current fair value of the share, which lapsed over a four-year period. In 2016 and 2018, these shares were amended with respect to the lapse of the repurchase rights, such that beginning as of January 2018 60% percent of the shares were vested and the remaining shares vest over a thirty-six-month period. | |||||
Vesting period | 4 years | |||||
Weighted average period | 3 years 3 months 25 days | |||||
Aggregate intrinsic value granted | $ 10,615 | $ 10,615 | $ 0 | |||
Aggregate intrinsic value vested | 1,623 | 1,623 | ||||
Aggregate intrinsic value of RSU | $ 11,335 | $ 11,335 | ||||
Additional shares | 900,000 | |||||
Private placement warrants outstanding | 10,400,000 | 10,400,000 | ||||
Exercisable price per share | $ 11.5 | |||||
Warrant description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock; and ● if, and only if, the last reported sale price of Class A common stock shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in D8’s initial public offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) could not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. | |||||
IPO [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock, par value | $ 0.0001 | |||||
Price per share | 10 | |||||
Private Placement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Price per share | $ 1 | |||||
Private placement warrants | 8,000,000 | |||||
Exercisable to purchase price per share | $ 11.5 | |||||
Additional shares | 1,500,000 | |||||
Public warrants | 17,248,601 | |||||
Class A Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A Common Stock [Member] | Warrant [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Price per share | $ 11.5 | |||||
Class B Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | 22,000,000 | 22,000,000 | 22,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Restricted stock units | 749,691 | |||||
Stock based compensation | $ 1,729 | $ 3,856 | ||||
Unrecognized stock-based compensation expense | $ 16,731 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of convertible preferred stock authorized, issued and outstanding $ in Thousands | Sep. 30, 2022 USD ($) shares |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 71,152,084 |
Prior to Business Combination, Issued and Outstanding | 66,550,929 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 46,670 |
Series A Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 16,740,853 |
Prior to Business Combination, Issued and Outstanding | 16,740,854 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 6,477 |
Series A1 Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 26,107,321 |
Prior to Business Combination, Issued and Outstanding | 26,107,321 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 16,678 |
Series A2 Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 10,036,853 |
Prior to Business Combination, Issued and Outstanding | 10,036,853 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 9,995 |
Series A3 Legacy Convertible Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Prior to Business Combination, Authorized | 18,267,057 |
Prior to Business Combination, Issued and Outstanding | 13,665,901 |
Prior to Business Combination, Preferred Stock (in Dollars) | $ | $ 13,520 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of activity for common stock subject to vesting - $ / shares | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Schedule Of Activity For Common Stock Subject To Vesting Abstract | |||
Shares Subject to Vesting, Beginning | 3,595,126 | 726,079 | 698,051 |
Weighted Average Grant Date Fair Value, Beginning | $ 5.23 | $ 11.81 | $ 12.54 |
Shares Subject to Vesting, Granted | 111,188 | 2,972,796 | 84,744 |
Weighted Average Grant Date Fair Value, Granted | $ 4.33 | $ 3.84 | $ 5.81 |
Shares Subject to Vesting, Forfeited | (18,377) | ||
Weighted Average Grant Date Fair Value,Forfeited | $ 11.72 | ||
Shares Subject to Vesting, Vested | (304,335) | (103,749) | (56,716) |
Weighted Average Grant Date Fair Value, Vested | $ 5.66 | $ 11.27 | $ 11.86 |
Shares Subject to Vesting, Ending | 3,383,602 | 3,595,126 | 726,079 |
Weighted Average Grant Date Fair Value, Ending | $ 5.13 | $ 5.23 | $ 11.81 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Jun. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) [Line Items] | ||||
Common stock issuance | 48,878 | 44,863 | ||
Granted options to purchase | 4,708,299 | |||
Employees and consultants fair value (in Dollars) | $ 13,554 | |||
Stock-based compensation expense (in Dollars) | $ 25,745 | |||
Weighted average period | 3 years 21 days | |||
Weighted average grant-date fair value of stock options granted (in Dollars per share) | $ 2.88 | $ 1.23 | ||
Aggregate intrinsic value of options exercised (in Dollars) | $ 9,927 | $ 3,616 | ||
Aggregate intrinsic value of options outstanding (in Dollars) | $ 16,349 | |||
2014 Plan [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Common stock issuance | 19,914,315 | |||
Contractual term | 10 years | |||
2021 Plan [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Contractual term | 10 years | |||
Class A common stock were reserved for future equity grants | 6,590,000 | |||
Class A common stock were reserved for issuance | 11,794,074 | |||
Additional shares | 6,590,000 | |||
Grant rate | 100% | |||
Incentive stock option granted | 10% | |||
Percentage of exercise price | 110% | |||
Shares of common stock | 24,974,074 | |||
Shares available for future equity grants | 4,288,602 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Black-Scholes option-pricing model | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation (Details) - Schedule of Black-Scholes option-pricing model [Line Items] | ||
Dividend yield | ||
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Black-Scholes option-pricing model [Line Items] | ||
Risk-free interest rate | 1.95% | 0.45% |
Expected term (in years) | 5 years 6 months 7 days | 5 years 2 months 12 days |
Expected volatility | 68.87% | 69.66% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Black-Scholes option-pricing model [Line Items] | ||
Risk-free interest rate | 3.01% | 1.13% |
Expected term (in years) | 6 years 25 days | 6 years 1 month 9 days |
Expected volatility | 70.26% | 71.02% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of stock-based awards granted - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Stock Based Awards Granted Abstract | ||||
Research and development | $ 743 | $ 144 | $ 1,742 | $ 400 |
Sales and marketing | 383 | 21 | 945 | 57 |
General and administrative | 2,523 | 201 | 6,019 | 535 |
Total | $ 3,649 | $ 366 | $ 8,706 | $ 992 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of option activity of the 2021 Plan | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Option Activity Of The2021 Plan Abstract | |
Outstanding, Beginning balance, Options | shares | 12,009,768 |
Outstanding, Beginning balance, Weighted Average Exercise Price | $ / shares | $ 2.92 |
Outstanding, Beginning balance, Weighted Average Remaining Contractual Life (in years) | 7 years 9 months 3 days |
Granted, Options | shares | 4,708,299 |
Granted, Weighted Average Exercise Price | $ / shares | $ 4.52 |
Granted, Weighted Average Remaining Contractual Life (in years) | 9 years 7 months 28 days |
Exercised, Options | shares | (2,110,961) |
Exercised, Weighted Average Exercise Price | $ / shares | $ 0.38 |
Exercised, Weighted Average Remaining Contractual Life (in years) | 2 years 1 month 6 days |
Forfeited, Options | shares | (1,040,125) |
Forfeited, Weighted Average Exercise Price | $ / shares | $ 2.74 |
Forfeited, Weighted Average Remaining Contractual Life (in years) | |
Expired, Options | shares | (10,994) |
Expired, Weighted Average Exercise Price | $ / shares | $ 1.9 |
Expired, Weighted Average Remaining Contractual Life (in years) | |
Outstanding, Ending Balance, Options | shares | 13,555,987 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $ / shares | $ 3.89 |
Outstanding, Ending Balance, Weighted Average Remaining Contractual Life (in years) | 8 years 4 months 2 days |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 48,878 | 44,863 |
Common stock options outstanding [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 13,556 | 12,010 |
Restricted stock units outstanding [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 3,384 | 698 |
Shares available for issuance under the 2021 Plan [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 4,289 | 4,506 |
Public warrants [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 17,249 | 17,249 |
Private warrants [Member] | ||
Stock-Based Compensation (Details) - Schedule of shares of Class A common stock [Line Items] | ||
Total shares of authorized Common Stock reserved for future issuance | 10,400 | 10,400 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Funded matching contributions | $ 192 | $ 110 | $ 591 | $ 278 |
Net Income_(Loss) Per Share (De
Net Income/(Loss) Per Share (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Earnings Per Share [Abstract] | |
Diluted earnings per share | 34,694,840 |
Net Income_(Loss) Per Share (_2
Net Income/(Loss) Per Share (Details) - Schedule of basic income/(loss) per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator for basic and diluted net loss per share: | ||||
Net income/(loss) | $ (24,737) | $ (45,124) | $ 16,337 | $ (56,993) |
Denominator for basic net gain/(loss) per share: | ||||
Weighted average shares | 121,965,277 | 92,233,000 | 121,201,693 | 89,211,046 |
Denominator for diluted net gain/(loss) per share: | ||||
Weighted average shares | 121,965,277 | 92,233,000 | 131,102,132 | 89,211,046 |
Net income/(loss) per share of Class A and Class B common stock – basic | $ (0.2) | $ (0.49) | $ 0.14 | $ (0.64) |
Net income/(loss) per share of Class A and Class B common stock – diluted | $ (0.2) | $ (0.49) | $ 0.12 | $ (0.64) |